Cancellation and Rescission. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death and disability) shall be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that the cancellation and rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for violation. Your Equity Award Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles. You submit to the exclusive jurisdiction and venue of the federal or state courts of New York, County of Westchester, to resolve all issues that may arise out of or relate to your Equity Award Agreement. If any court of competent jurisdiction finds any provision of your Equity Award Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of your Equity Award Agreement shall continue in full force and effect. If you or the Company brings an action to enforce your Equity Award Agreement and the Company prevails, you will pay all costs and expenses incurred by the Company in connection with that action and in connection with collection, including reasonable attorneys’ fees. If the Company, in its sole discretion, determines that it has incurred or will incur any obligation to withhold taxes as a result of your Award, the Company may withhold the number of shares that it determines is required to satisfy such liability and/or the Company may withhold amounts from other compensation to the extent required to satisfy such liability under federal, state, provincial, local, foreign or other tax laws. To the extent that such amounts are not withheld, you will pay to the Company any amount demanded by the Company for the purpose of satisfying such liability. The following provision applies to all Award types (Restricted Stock Units, Cash-Settled Restricted Stock Units, Restricted Stock, Stock Options, Stock Appreciation Rights and Performance Share Units) granted to all individual...
Cancellation and Rescission. 19.1. In the event that a Contract has been entered into for an indefinite period of time and is, due to its nature and content, not discharged by performance, the Company may cancel it by means of notice of termination in Written Form. If no provision has been included in the Contract as to a notice period, a reasonable notice period with a maximum duration of 1 month must be observed in the termination. In connection with cancelation by way of giving notice, the Company shall never be required to pay any damages.
19.2. In all cases where the Company rescinds or cancels a Contract, the Supplier shall be obligated to reimburse the Company for all damages, costs and loss of earnings, including but not limited to the costs of recovery and the costs of legal and other advice, and to deliver to the Company all Purchased Goods which have already been paid. The Purchased Goods shall continue to be for the risk of the Supplier until Delivery of such Purchased Goods has been made. In the event of rescission of the Contract by the Supplier, the Company shall not be required to make any compensation for damages and/or loss of earnings on the part of the Supplier.
19.3. Notwithstanding its right to claim damages, the Company may cancel the Contract in whole or in part with immediate effect by giving notice of termination, without a (prior) default notice being required, by which all the Company's claims, both current and future, shall be immediately due and payable in full in the event that: (i) cessation of payments is granted to the Supplier, whether or not provisionally, (ii) an application is made for the bankruptcy of the Supplier, (iii) the Supplier's business is terminated or liquidated, (iv) the Supplier is in breach of its obligations under the Contract(s) or the Purchasing Terms or does not fulfil these obligations properly, (v) goods belonging to or intended for the Company have been seized and/or (vi) a change takes place in the ownership or control of the Supplier's business, or when the Supplier is involved in or is the subject of a merger, demerger or division, or some comparable procedure (whereby in such cases the Supplier is obliged to inform the Company thereof without undue delay).
19.4. In the event that a Contract is cancelled in full or in part the Company may, at its sole discretion: (i) return the Purchased Goods that have already been delivered but cannot or can no longer be used, at the Supplier’s expense and risk and recover any payments m...
Cancellation and Rescission. You understand that IBM may cancel, modify, rescind, suspend, withhold or otherwise limit or restrict this Award in accordance with the terms of the Plan, including, without limitation, canceling or rescinding this Award if you render services for a competitor prior to, or during the Rescission Period. You understand that the Rescission Period that has been established is 12 months. Refer to the Terms and Conditions document and the Plan for further details.
Cancellation and Rescission. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death and disability) shall be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that the cancellation and rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for violation. Engaging in Detrimental Activity (as defined in the Plan) during employment or after your employment relationship has ended may result in cancellation or rescission of your Award. The cancellation and rescission provisions of the Plan may be triggered by your acceptance of an offer to Engage in or Associate with any business which is or becomes competitive with the Company, or your engagement in competitive activities after your employment relationship with IBM has ended if: (i) on or prior to the grant date stated in your latest Equity Award Agreement you have entered into a Noncompetition Agreement with IBM; or (ii) the Award is a Retention Restricted Stock Unit award. Notwithstanding the above, the cancellation and rescission provisions of the Plan will apply to all Awards if during your employment with IBM you engage in any Detrimental Activity, including competitive activities, described in Section 13(a) of the Plan. For the avoidance of doubt: (a) all other cancellation and rescission provisions of the Plan will apply to all Awards if after your employment relationship has ended with IBM but during the Rescission Period you engage in any Detrimental Activity described in Section 13(a) (excluding Section 13(a)(i)) of the Plan; and (b) the cancellation and rescission provisions of the Plan will apply to all Awards if during your employment with IBM you engage in any Detrimental Activity, including competitive activities, described in Section 13(a) of the Plan. Your Equity Award Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law rules. You agree that any action or proceeding with respect to your Equity Award Agreement shall Equity Awards: July 15 , 2...
Cancellation and Rescission. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death and disability) shall be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that the cancellation and rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for violation.
Cancellation and Rescission. The Plan Administrator may cancel, rescind, suspend, withhold or otherwise limit or restrict all or any portion of this Options at any time if Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, or if Optionee engages in any “Adverse Activity.” For purposes of this Section 4, “Adverse Activity” shall include: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company; (iii) the failure or refusal to disclose promptly and to assign to the Company in accordance with the Company’s policies and any agreement in effect between the Company and the Optionee pertaining to confidentiality and/or ownership of intellectual property all right, title and interest in any invention or idea, patentable or not, made or conceived by Optionee during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company; (iv) activity that results in termination of the Optionee’s employment for cause; (v) a material violation of any rules, policies, procedures or guidelines of the Company; or (vi) any attempt directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Company.
Cancellation and Rescission. The Option is subject to cancellation or rescission as provided in Section 5.12 of the Plan.
Cancellation and Rescission. The Committee may cancel, terminate, rescind, suspend, withhold or otherwise limit or restrict exercise of the unexercised portion of an Option if you engage in any "Detrimental Activity" as defined below or otherwise violate any applicable provision of this Agreement or the Plan. Upon each exercise of an Option, you must certify in a manner acceptable to the Company that you are in compliance with all applicable provisions of this Agreement and the Plan, including the provisions of this section regarding Detrimental Activity. If you engage in any Detrimental Activity prior to or within one (1) year after any exercise of an Option, the exercise may be rescinded pursuant to this section within two (2) years after such exercise. In the event of such rescission, you will be obligated to pay to the Company the amount of any gain realized as a result of the rescinded exercise, in such manner and on such terms and conditions as the Company may require, and the Company will be entitled to set-off against the amount of any such gain any amount the Company owes to you. For purposes of this section, "Detrimental Activity" means:
Cancellation and Rescission. Notwithstanding any other provision of this Agreement, this Restricted Stock Award is subject to Section 18 of the Plan, and both the issuance of Restricted Shares as provided in Section 2 of this Agreement and the delivery of unrestricted Shares pursuant to Section 6 of this Agreement shall be deemed the “payment or delivery of Shares” for purposes of Section 18.2 of the Plan.
Cancellation and Rescission. Notwithstanding anything contained herein to the contrary, (i) if the Committee determines that an Optionee engages or has engaged in Detrimental Activity prior to any exercise of the Option, the Option shall thereupon terminate and expire and any amounts of cash, shares of Company Common Stock or other property received by the Optionee on the exercise or settlement of any part of the Option or in connection with such Option shall be immediately returned or repaid to the Company and (ii) as a condition of the exercise of the Option contemplated herein, Optionee may be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Optionee is in compliance with the terms and conditions of the Plan and this Agreement and the Optionee has not engaged in, and does not intend to engage in, any Detrimental Activity. THIS AGREEMENT (the “Agreement”), made as of the day of , 20 , by and between Sabre Industries, Inc. (the “Company”) and (the “Participant”).
